THIS IS A BINDING LEGAL TRIAL SERVICES AGREEMENT (“Agreement”) BETWEEN YOU (“YOU” OR THE “CUSTOMER”) AND ZEROFOX, INC. (“ZEROFOX”). CUSTOMER IS RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS AGREEMENT BEFORE CLICKING “SUBMIT” OR ACCEPT” AND/OR ACCESSING OR USING ANY ZEROFOX TRIAL SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.
Trial License. ZeroFOX grants Customer a non-exclusive, non-transferable, non-assignable, time-limited license for Trial Services, for evaluation and trial purposes, up to and including May 31, 2020.
Access, Use, and Limitations. Customer grants to ZeroFOX permission to process Customer data and access the third-party platforms solely for purposes of providing the Trial Services. Customer is responsible for all activity occurring under Customer’s account and for using the Trial Services only in accordance with this Agreement. Customer shall not: (a) modify or create derivative works based upon the Trial Services; (b) copy or distribute the Trial Services; (c) reverse engineer, or attempt to recreate the source code for any software that is part of the Trial Services; (d) use the Trial Services to determine whether it is within the scope of any patent; (e) remove any proprietary notice related to the Trial Services; and/or (f) knowingly send or store Malicious Code. Customer shall use commercially reasonable efforts to prevent unauthorized access or use of the Services.
Disclaimer of Warranty. THE TRIAL SERVICES PROVIDED BY ZEROFOX ARE PROVIDED “AS IS,” AND ZEROFOX DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND/OR SYSTEM INTEGRATION. ZEROFOX DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS PROVIDED BY ZEROFOX WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability. IN NO EVENT SHALL ZEROFOX HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General Provisions. If Customer is a direct competitor of ZeroFOX, Customer may not access the Trial Services, except with ZeroFox’s prior written consent. ZeroFOX owns all rights, title and interest in and to the Trial Services, including all related Intellectual Property Rights. Customer agrees to indemnify ZeroFOX, from and against all liabilities arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to Customer data or any use of the Services. This Agreement shall be governed exclusively by the laws of the State of Maryland, without regard to its conflicts of laws rules. Each party hereby consents to the exclusive jurisdiction of the state and federal courts located in Baltimore, Maryland to adjudicate any dispute arising out of or relating to this Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning Trial Services. By registering and using the Trial Services, Customer consents to receiving information about ZeroFOX and its products and services, via the contact information provided to ZeroFOX. Customer may opt-out of any such communications at any time, by providing ZeroFOX with notification in accordance with the instructions contained in such communications.